ShaadiKaroge.com Partner
Online Standard Terms and Conditions
PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS AND THE
FAQ BEFORE REGISTERING FOR THE SHAADIKAROGE.COM ONLINE PROGRAM.
PARTICIPATION IN THE SHAADIKAROGE.COM PARTNER ONLINE PROGRAM INDICATES
THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT
THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR
PARTICIPATE IN THE SHAADIKAROGE.COM PARTNER ONLINE PROGRAM.
Introduction. This agreement ("Agreement")
between You and Shaadi Karoge Inc. ("Shaadi Karoge") consists of
these Shaadi Karoge Online Program (the
"Program") Standard Terms and Conditions
("Terms and Conditions"). A description of the
Program, as generally offered by Shaadi Karoge, is available at the
Program Frequently Asked Questions ("FAQ") URL,
located at
https://www.ShaadiKaroge.com/partners/faq.php,
or such other URL as Shaadi Karoge may provide from time to time.
"You" or "website" means any
entity identified in an enrollment form submitted by the same or
affiliated persons, and/or any agency or network acting on its
(or their) behalf, which shall also be bound by the terms of
this Agreement.
1.
Program Participation. Participation in the
Program is subject to Shaadi Karoge’s prior approval and Your continued
compliance with the Program Policies ,
and/or such other URL as Shaadi Karoge may provide from time to time.
Shaadi Karoge reserves the right to refuse participation to any
applicant or participant at any time in its sole discretion. By
enrolling in the Program, You represent that You are at least 18
years of age and agree that Shaadi Karoge may serve (a) third party
and/or Shaadi Karoge provided advertisements and/or other content (such
third party provided advertisements,
2.
Implementation and Operation of Referrals. You agree to comply with the specifications
provided by Shaadi Karoge from time to time to enable proper delivery,
display, tracking, and reporting of Ads, Links, Search Results,
Referral Buttons, and Shaadi Karoge Brand Features (as defined in
Section 11 below) in connection with Your Property(ies),
including without limitation by not modifying the JavaScript or
other programming provided to You by Shaadi Karoge in any way, unless
expressly authorized in writing by Shaadi Karoge (including by
electronic mail).
o
Referrals. If You have elected to use the
Shaadi Karoge Referrals feature, You will implement any
Referral Buttons on Your Property(ies) in accordance with the
specifications provided by Shaadi Karoge. End users who click on a
Referral Button will be directed to a Web page that may be
hosted by Shaadi Karoge (“Referral Page”), and the
format, look and feel of those Web pages hosted by Shaadi Karoge may be
modified by Shaadi Karoge from time to time. A “Referral
Event” will be initiated when an end user clicks on a
Referral Button from the Property and will be completed when the
referral requirements for the relevant product are satisfied in
accordance with this Agreement.
3.
Communications Solely With Shaadi Karoge. You agree to
direct to Shaadi Karoge, and not to any one other person or website, any communication
regarding any Ad(s) or Link(s) displayed in connection with Your
Property(ies).
4.
Parties' Responsibilities. You are solely
responsible for the Property(ies), including all content and
materials, maintenance and operation thereof, the proper
implementation of Shaadi Karoge's specifications, and adherence to the
terms of this Agreement, including compliance with the Program
Policies. Shaadi Karoge reserves the right to investigate, at its own
discretion, any activity that may violate this Agreement,
including but not limited to any use of a software application
to access Ads, Links, Search Results, or Referral Buttons or to
complete any Referral Event, or any engagement in any activity
prohibited by this Agreement. Shaadi Karoge is not responsible for
anything related to Your Property(ies), including without
limitation the receipt of queries from end users of Your
Property(ies) or the transmission of data between Your
Property(ies) and Shaadi Karoge. In addition, Shaadi Karoge shall not be
obligated to provide notice to You in the event that any Ad,
Link, Search Result, or Referral Button is not being displayed
properly to, or Referral Event is not being completed properly
by, end users of the Property(ies).
5.
Termination; Cancellation. Subject to any third
party agreements You may have with other Shaadi Karoge customers (e.g.,
Your Web hosting company), You may stop displaying Ads, Links,
Search Boxes, or Referral Buttons on any Property in the Program
with or without cause at any time by removing the Shaadi Karoge
JavaScript or similar programming from Your Properties. You may
terminate this Agreement with or without cause at any time by
sending written notice of your desire to cancel Your
participation in the Program to contact@shaadikaroge.com. This
Agreement will be deemed terminated within ten (10) business
days of ShaadiKaroge's receipt of Your notice. ShaadiKaroge may investigate
any activity that may violate this Agreement. Shaadi Karoge may at any
time, in its sole discretion, terminate all or part of the
Program, terminate this Agreement, or suspend or terminate the
participation of any Property in all or part of the Program for
any reason. In addition, Shaadi Karoge reserves the right to terminate
without notice any account that has not generated a sufficient
number of valid clicks on Ads or Referral Buttons or valid
impressions of Ads (in each case as measured by Shaadi Karoge) for a
period of two (2) months or more.
6.
Confidentiality. You agree not to disclose Shaadi Karoge
Confidential Information without Shaadi Karoge's prior written consent.
"Shaadi Karoge Confidential Information" includes without
limitation: (a) all Shaadi Karoge software, technology, programming,
specifications, materials, guidelines and documentation relating
to the Program; (b) click-through rates or other statistics
relating to Property performance in the Program provided to You
by Shaadi Karoge; and (c) any other information designated in writing
by Shaadi Karoge as "Confidential" or an equivalent designation.
However, You may accurately disclose the amount of Shaadi Karoge’s
gross payments to You pursuant to the Program. Shaadi Karoge
Confidential Information does not include information that has
become publicly known through no breach by You or Shaadi Karoge, or
information that has been (i) independently developed without
access to Shaadi Karoge Confidential Information, as evidenced in
writing; (ii) rightfully received by You from a third party; or
(iii) required to be disclosed by law or by a governmental
authority.
7.
No Guarantee. Shaadi Karoge makes no guarantee regarding
the level of commission thru Referral, the completion of Referral Events, or the amount of any
payment to be made to You under this Agreement. In
addition, for the avoidance of
doubt, Shaadi Karoge does not guarantee the Program will be operable at
all times or during any down time (i) caused by outages to any
public Internet backbones, networks or servers, (ii) caused by
any failures of Your equipment, systems or local access
services, (iii) for previously scheduled maintenance or (iv)
relating to events beyond Shaadi Karoge’s (or its wholly owned
subsidiaries’) control such as strikes, riots, insurrection,
fires, floods, explosions, war, governmental action, labor
conditions, earthquakes, natural disasters, or interruptions in
Internet services to an area where Shaadi Karoge (or its wholly owned
subsidiaries) or Your servers are located or co-located.
8.
No Warranty. SHAADI KAROGE MAKES NO WARRANTY, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO
ADVERTISING, LINKS, SEARCH, REFERRALS, AND OTHER SERVICES, AND
EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF
NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR
PURPOSE. TO THE EXTENT ADS, LINKS, AND SEARCH RESULTS ARE BASED
ON OR DISPLAYED IN CONNECTION WITH NON-SHAADI KAROGE CONTENT, SHAADI KAROGE
SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF
SUCH ADS, LINKS, AND SEARCH RESULTS.
9.
Limitations of Liability; Force Majeure. EXCEPT
FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS
HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS
AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM, (i) IN NO
EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY
CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES
WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY AND (ii) SHAADI KAROGE'S AGGREGATE LIABILITY TO
PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE
NET AMOUNT PAID BY SHAADI KAROGE TO PUBLISHER DURING THE THREE MONTH
PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party
acknowledges that the other party has entered into this
Agreement relying on the limitations of liability stated herein
and that those limitations are an essential basis of the bargain
between the parties. Without limiting the foregoing and except
for payment obligations, neither party shall have any liability
for any failure or delay resulting from any condition beyond the
reasonable control of such party, including but not limited to
governmental action or acts of terrorism, earthquake or other
acts of God, labor conditions, and power failures.
10.
Payment. You shall receive a payment related to
the number of valid completions of Referral
Events initiated through Referral Buttons displayed in
connection with Your Property(ies), and/or other events
performed in connection with the display of Ads on Your
Property(ies), in each case as determined by Shaadi Karoge for its
participants in the Program. Payments to You shall be
sent by Shaadi Karoge within approximately thirty (30) days after the
end of each calendar month that Ads or Referral Buttons are
running on Your Property or that Ads are running on Search
Results Pages if Your earned balance is $220 or more. In the
event the Agreement is terminated, Shaadi Karoge shall pay Your earned
balance to You within approximately ninety (90) days after the
end of the calendar month in which the Agreement is terminated
by You (following Shaadi Karoge's receipt of Your written request,
including by email, to terminate the Agreement) or by Shaadi Karoge. In
no event, however, shall Shaadi Karoge make payments for any earned
balance less than $100. Notwithstanding the foregoing, Shaadi Karoge
shall not be liable for any payment based on: (a) any amounts
which result from invalid queries, invalid Referral Events, or
invalid clicks or impressions on Ads generated by any person,
bot, automated program or similar device, as reasonably
determined by Shaadi Karoge, including without limitation through any
clicks or impressions (i) originating from Your IP addresses or
computers under Your control, (ii) solicited by payment of
money, false representation, or request for end users to click
on Ads, or (iii) solicited by payment of money, false
representation, or any illegal or otherwise invalid request for
end users to complete Referral Events; (b) Ads or Referral
Buttons delivered to end users whose browsers have JavaScript
disabled; (c) Ads benefiting charitable organizations and other
placeholder or transparent Ads that Shaadi Karoge may deliver; or (d)
clicks co-mingled with a significant number of invalid clicks
described in (a) above, or as a result of any breach of this
Agreement by You for any applicable pay period. Shaadi Karoge reserves
the right to withhold payment or charge back Your account due to
any of the foregoing or any breach of this Agreement by You,
pending Shaadi Karoge's reasonable investigation of any of the
foregoing or any breach of this Agreement by You, or in the
event that an advertiser whose Ads are displayed in connection
with Your Property(ies) defaults on payment for such Ads to
Shaadi Karoge. In addition, if You are past due on any payment to
Shaadi Karoge in connection with any Shaadi Karoge program (including without
limitation the Shaadi Karoge membership fee), Shaadi Karoge reserves the
right to withhold payment until all outstanding payments have
been made or to offset amounts owed to You in connection with
the Program by amounts owed by You to Shaadi Karoge. To ensure proper
payment, You are solely responsible for providing and
maintaining accurate address and other contact information as
well as payment information associated with Your account. For
U.S. taxpayers, this information includes without limitation a
valid U.S. tax identification number and a fully-completed Form
W-9. For non-U.S. taxpayers, this information includes without
limitation either a signed certification that the taxpayer does
not have U.S. Activities (as described on the Shaadi Karoge Partner program:
Any bank fees related to returned or cancelled
checks due to a contact or payment information error or omission
may be deducted from the newly issued payment. You agree to pay
all applicable taxes or charges imposed by any government entity
in connection with Your participation in the Program. Shaadi Karoge may
change its pricing and/or payment structure at any time. If You
dispute any payment made under the Program, You must notify
Shaadi Karoge in writing within thirty (30) days of any such payment;
failure to so notify Shaadi Karoge shall result in the waiver by You of
any claim relating to any such disputed payment. Payment shall
be calculated solely based on records maintained by Shaadi Karoge. No
other measurements or statistics of any kind shall be accepted
by Shaadi Karoge or have any effect under this Agreement. The payments
made under this Agreement are for use by You only and may not be
transferred or in any manner passed on to any third party (i.e.,
distributed to Properties managed by You that require separate
payments) unless expressly authorized in writing by Shaadi Karoge
(including by electronic mail). From time to time Shaadi Karoge may be
holding funds, payments and other amounts due to You in
connection with the Partner Program. You acknowledge and agree
that Shaadi Karoge may, without further notice to You, contribute to a
charitable organization selected by Shaadi Karoge all funds, payments
and other amounts related to the Partner Program that are held
by Shaadi Karoge and that are due to you (if any), but which Shaadi Karoge is
unable to pay or deliver to You because Your account is Inactive
(as defined below). “Inactive” means that, based on Shaadi Karoge’s
records: (a) for a period of two (2) years or more You have not
logged into your account or accepted funds, payments or other
amounts that Shaadi Karoge has attempted to pay or deliver to You, and
(b) Shaadi Karoge has been unable to reach You, or has not received
adequate payment instructions from You, after contacting You at
the address shown in Shaadi Karoge’s records.
11.
Publicity. You agree that Shaadi Karoge may use Your name
and logo in presentations, marketing materials, customer lists,
financial reports, Web site listings of customers, Search
Results Pages, and Referral Pages. If You wish to use Shaadi Karoge's
trade names, trademarks, service marks, logos, domain names, and
other distinctive brand features ("Brand
Features"), You may do so, so long as such use is in
compliance with this Agreement and in compliance with Shaadi Karoge's
then current Brand Feature use guidelines, and any content
contained or referenced therein, which guidelines may be found
12.
Representations and Warranties. You represent and
warrant that (a) all of the information provided by You to
Shaadi Karoge to enroll in the Program is correct and current; (b) You
are the owner of each Property or You are legally authorized to
act on behalf of the owner of such Property(ies) for the
purposes of this Agreement and the Program; (c) You have all
necessary right, power, and authority to enter into this
Agreement and to perform the acts required of You hereunder; and
(d) You have complied and will continue to comply with all
applicable laws, statutes, ordinances, and regulations
(including without limitation the CAN-SPAM Act of 2003 and any
relevant data protection or privacy laws) in Your performance of
any acts hereunder. In addition, to the extent that Your Site is
a media player (1) You represent and warrant that You have a
valid license to use and distribute such media player (including
all content therein, including without limitation any Ads or Ad
Units) for the purposes of this Agreement and the Program; and
(2) You shall ensure that any media player(s) that constitute
the Site shall comply with the terms and conditions set forth
herein. You further represent and warrant that each Property and
any material displayed therein: (i) comply with all applicable
laws, statutes, ordinances, and regulations; (ii) do not breach
and have not breached any duty toward or rights of any person or
entity including, without limitation, rights of intellectual
property, publicity or privacy, or rights or duties under
consumer protection, product liability, tort, or contract
theories; and (iii) are not pornographic, hate-related or
otherwise violent in content.
13.
Your Obligation to Indemnify. You agree to
indemnify, defend and hold Shaadi Karoge, its agents, affiliates,
subsidiaries, directors, officers, employees, and applicable
third parties (e.g. relevant advertisers, syndication partners,
licensors, licensees, consultants and contractors) (collectively
"Indemnified Person(s)") harmless from and against
any and all third party claims, liability, loss, and expense
(including damage awards, settlement amounts, and reasonable
legal fees), brought against any Indemnified Person(s), arising
out of, related to or which may arise from Your use of the
Program, the Property(ies), and/or Your breach of any term of
this Agreement.
14.
Shaadi Karoge Rights. You acknowledge that Shaadi Karoge owns
all right, title and interest, including without limitation all
Intellectual Property Rights (as defined below), in and to the
Program (including Shaadi Karoge's ad serving technology, search
technology, referral technology, and Brand Features, including
implied licenses, and excluding items licensed by Shaadi Karoge from
third parties and excluding any third party media player that
may comprise the Property), and that You will not acquire any
right, title, or interest in or to the Program except as
expressly set forth in this Agreement. You will not modify,
adapt, translate, prepare derivative works from, decompile,
reverse engineer, disassemble or otherwise attempt to derive
source code from any Shaadi Karoge services, software, or
documentation, or create or attempt to create a substitute or
similar service or product through use of or access to the
Program or proprietary information related thereto. You will not
remove, obscure, or alter Shaadi Karoge's copyright notice, Brand
Features, or other proprietary rights notices affixed to or
contained within any Shaadi Karoge services, software, or documentation
(including without limitation the display of Shaadi Karoge’s Brand
Features with Ads, Links, Search Boxes, Search Results, and/or
Referral Buttons, as applicable). "Intellectual Property
Rights" means any and all rights existing from time to
time under patent law, copyright law, semiconductor chip
protection law, moral rights law, trade secret law, trademark
law, unfair competition law, publicity rights law, privacy
rights law, and any and all other proprietary rights, as well
as, any and all applications, renewals, extensions, restorations
and re-instatements thereof, now or hereafter in force and
effect worldwide.
15.
Miscellaneous. This Agreement shall be governed by
the laws of Delaware, except for its conflicts of laws
principles. Any dispute or claim arising out of or in connection
with this Agreement shall be adjudicated in ,
Delaware. The parties specifically exclude from application to
the Agreement the United Nations Convention on Contracts for the
International Sale of Goods and the Uniform Computer Information
Transactions Act. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter
hereof. Any modifications to this Agreement must be made in a
writing executed by both parties, by Your online acceptance of
updated terms, or after Your continued participation in the
Program after such terms have been updated by Shaadi Karoge. The
failure to require performance of any provision shall not affect
a party's right to require performance at any time thereafter,
nor shall a waiver of any breach or default of this Agreement
constitute a waiver of any subsequent breach or default or a
waiver of the provision itself. If any provision herein is held
unenforceable, then such provision will be modified to reflect
the parties' intention, and the remaining provisions of this
Agreement will remain in full force and effect. You may not
resell, assign, or transfer any of Your rights hereunder. Any
such attempt may result in termination of this Agreement,
without liability to Shaadi Karoge. Notwithstanding the foregoing,
Shaadi Karoge may assign this Agreement to any affiliate at any time
without notice. The relationship between Shaadi Karoge and You is not
one of a legal partnership relationship, but is one of
independent contractors.
2010-01-03
